Progress Software Corp. Statement regarding Possible Offer for MariaDB plc
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Insights
The announcement by Progress Software Corp. regarding a potential acquisition of MariaDB plc is a significant development in the software industry, particularly within the database management sector. The premium offered over MariaDB's average closing share price suggests a strategic move by Progress to consolidate its position in the market.
From a market perspective, the acquisition could lead to synergies between Progress's existing infrastructure software products and MariaDB's relational database management systems. The emphasis on MariaDB's open-source platform aligns with current industry trends towards open-source solutions, which can be more cost-effective and flexible than proprietary systems.
The potential acquisition could enhance Progress's product offerings and market reach, potentially leading to increased revenue streams and a stronger competitive stance. However, the premium offered also indicates that Progress views MariaDB's technology and customer base as highly valuable assets, which could impact Progress's financials in the short term due to the acquisition cost.
The possible offer by Progress Software Corp. to acquire MariaDB at a significant premium suggests a confident outlook by Progress on the value MariaDB will add to its portfolio. The 216% premium over the closing share price before the forbearance agreement announcement indicates a robust valuation, which could influence investor sentiment and stock market dynamics for both companies.
Investors will be analyzing the potential for earnings growth, cost synergies and the strategic fit between the companies' products. Progress's net retention rates and its capacity to deploy over $1 billion for acquisitions provide a strong financial foundation for the deal. However, investors will also be cautious about the integration risks and the potential for dilution of Progress's earnings if the acquisition does not yield the expected benefits.
It is also noteworthy that the acquisition is not yet confirmed and such announcements can lead to volatility in the stock prices of the companies involved. The stipulated deadline for a firm offer adds a time-sensitive dimension to the deal, which could influence trading behavior in the short term.
The announcement falls under Rule 2.4 of the Irish Takeover Panel Act, indicating a preliminary stage in the acquisition process. The legal framework governing the potential transaction is critical for ensuring compliance with the relevant takeover rules and providing a structured timeline for the offer to be formalized or withdrawn.
The conditions under which Progress Software may amend the terms of the offer, including the possible reduction of the offer consideration, reflect the legal complexities and the need for due diligence. The legal stipulations also provide safeguards for MariaDB shareholders, ensuring that any change in the terms of the offer is made with their interests in mind.
The legal process will involve careful scrutiny of the terms of the deal, potential regulatory hurdles and the implications for shareholders of both companies. The outcome of this process will have material implications for the market, as it will determine the structure and success of the potential acquisition.
POSSIBLE OFFER (RULE 2.4 ANNOUNCEMENT)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.
BURLINGTON, Mass., March 26, 2024 (GLOBE NEWSWIRE) -- Progress Software Corp. (”Progress”) (Nasdaq: PRGS), the trusted provider of infrastructure software, confirms that it is considering a possible offer for all the issued and to be issued share capital of MariaDB plc (“MariaDB”) at a value of
The terms of the Possible Offer represent:
- a
9% premium to the possible offer of$0.55 per share made by K1 Capital, announced on February 16, 2024; - an
88% premium to MariaDB’s average closing share price of the last 30 trading days; and - a
216% premium to MariaDB’s closing share price on February 5, 2024, the last full trading day prior to the announcement by MariaDB of a potential forbearance agreement with RP Ventures LLC and Hale Capital Partners.
Progress believes MariaDB's relational database management (RDBMS) products offer an attractive value proposition for customers who need a scalable, open-source relational database with the backing of a trusted enterprise software company. Progress has a proven track record in both database management and the ability to collaborate with the open-source community.
Progress believes that if it were to make a Firm Offer for MariaDB, this would be in the best interest of all stakeholders. Progress has a track record of delivering on the needs of its customers, as evidenced by its net retention rates of around
MariaDB is an attractive opportunity for Progress to consider as it meets many aspects of the company’s disciplined approach to acquisitions. Progress has undertaken due diligence in order to evaluate a possible offer for all the issued and to be issued share capital of MariaDB.
Progress is ready to engage with MariaDB’s Board to complete its due diligence and progress its Possible Offer expeditiously, which it believes is in the best interests of all stakeholders.
There can be no certainty that any offer will be made, nor as to the terms on which any such offer might be made.
In accordance with Rule 2.6(a) of the Irish Takeover Rules, Progress must, by no later than 5.00 p.m. (New York time) on May 7, 2024, being the 42nd day following this announcement, either announce a firm intention to make an offer for MariaDB in accordance with Rule 2.7 of the Irish Takeover Rules or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies. This deadline may be extended with the consent of the Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.
Pursuant to Rule 2.5 of the Irish Takeover Rules, Progress reserves the right to amend the terms of any offer (including making the offer on less favourable terms or at a lower value than
| a) | with the recommendation or consent of the MariaDB Board, or an independent committee of the MariaDB Board (as appropriate); | |
| b) | if any dividend or any other distribution or return of value is paid or becomes payable by MariaDB to MariaDB shareholders after the date of this announcement, in which case Progress will have the right to reduce the offer consideration by the amount of any dividend (or other distribution or return of value) which is paid or becomes payable by Maria DB to MariaDB shareholders; | |
| c) | following the announcement by MariaDB of a whitewash transaction pursuant to the Irish Takeover Rules or a disposal of assets or the business by MariaDB pursuant to any sale, reconstruction, insolvency process or amalgamation on less favourable terms than those set out in this announcement; or | |
| d) | if a third party announces a firm intention to make an offer for MariaDB on less favourable terms than those set out in this announcement or at a lower value than |
A further announcement will be made as and when appropriate.
Contacts:
Progress
| Investor Contact: | Press Contact: |
| Michael Micciche | Erica McShane |
| Progress Software | Progress Software |
| +1 781-850-8450 | +1 781-280-4000 |
| Investor-Relations@progress.com | PR@progress.com |
Europa Partners (Financial Advisor to Progress)
Jan Skarbek, Dominic King: +44 20 7451 4542
About Progress
Progress (Nasdaq: PRGS) provides software that enables organizations to develop and deploy their mission-critical applications and experiences, as well as effectively manage their data platforms, cloud and IT infrastructure. As an experienced, trusted provider, we make the lives of technology professionals easier. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.
Responsibility statement
The Progress Responsible Persons (being the Progress Chief Executive Officer, Chief Financial Officer and Chief Legal Officer) accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Progress Responsible Persons (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Important notice relating to financial advisor
Europa Partners Limited (“Europa”), which is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting exclusively for Progress and for no one else in connection with the Possible Offer and will not be responsible to anyone other than Progress for providing the protections afforded to its clients or for providing advice in connection with the Possible Offer. Neither Europa, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Europa in connection with the Possible Offer, this announcement, any statement contained herein or otherwise.
Further Information; No Offer or Solicitation
This announcement does not constitute an offer to sell or invitation to purchase any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this announcement is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Disclosure Requirements under the Irish Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested' in
An 'opening position disclosure' by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (Irish time) on the day that is ten 'business days' following the commencement of the 'offer period' and, if appropriate, by no later than 3:30 pm (Irish time) on the day that is ten 'business days' following the announcement in which any securities exchange offeror is first identified.
Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in
If two or more persons co-operate on the basis of an agreement or understanding, whether express or tacit, either oral or written, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1 and 8.2 of the Irish Takeover Rules).
In general, interests in securities arise when a person has long economic exposure, whether conditional or absolute, to changes in the price of the securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.irishtakeoverpanel.ie, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel at telephone number +353 1 678 9020.
Publication on Website
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Progress’ website: www.progress.com promptly and in any event by no later than 12:00 p.m. (New York time) on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.
FAQ
What is the possible offer price per share Progress Software Corp. is considering for MariaDB plc?
How does the possible offer price compare to a previous offer by K1 Capital for MariaDB plc?
What is the premium percentage offered by Progress Software Corp.'s possible offer over MariaDB plc's average closing share price of the last 30 trading days?
How does the possible offer price compare to MariaDB plc's closing share price on February 5, 2024?
What does Progress Software Corp. believe about MariaDB's relational database management products?
What is Progress Software Corp.'s market capitalization and acquisition capacity?
What deadline does Progress Software Corp. have to announce a firm intention to make an offer for MariaDB plc?
What rights does Progress Software Corp. reserve regarding amending the terms of any offer for MariaDB plc?
